National Patent Development Corporation Completes Tender Offer for Five Star Products,...

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Wed Aug 27, 2008 9:35am EDT

National Patent Development Corporation Completes Tender Offer for Five Star Products, Inc.

NEW YORK--(Business Wire)--
National Patent Development Corporation (OTC Bulletin Board:
NPDV.OB) today announced the successful completion of its cash tender
offer through its wholly-owned subsidiary, NPDV Acquisition Corp., to
purchase all outstanding shares of common stock of Five Star Products,
Inc. (OTC Bulletin Board: FSPX.OB) not already owned by National
Patent, NPDV Acquisition Corp. or their subsidiaries.

   The tender offer expired at 12:00 Midnight, New York City time, on
Tuesday, August 26, 2008. Based on the final count by Computershare
Trust Company, N.A., the depositary for the tender offer, as a result
of the tender offer, National Patent will own approximately 93%
percent of the outstanding shares of common stock of Five Star. All
shares validly tendered, and not withdrawn, prior to the expiration of
the tender offer have been accepted for purchase by NPDV Acquisition
Corp. at a purchase price of $0.40 per share, in cash, for each share
tendered, for an aggregate purchase price of approximately $1,028,000.
National Patent intends to make prompt payment to Computershare for
the shares properly tendered and accepted, and in the case of shares
tendered by guaranteed delivery procedures, after timely delivery of
shares and required documentation. Computershare will promptly issue
payment for such shares validly tendered and accepted for purchase
under the tender offer.

   Pursuant to the Tender Offer and Merger Agreement, dated as of
June 26, 2008, by and among National Patent, NPDV Acquisition Corp.
and Five Star, National Patent and Five Star intend that NPDV
Acquisition Corp. will merge with and into Five Star, and Five Star
will continue as the surviving corporation, wholly-owned by National
Patent. Shares of Five Star common stock outstanding immediately prior
to the effective time of the merger (other than shares held by
National Patent, Five Star and NPDV Acquisition Corp., all of which
will be cancelled and retired and shall cease to exist, and shares
held by stockholders who have validly exercised their appraisal rights
under the Delaware General Corporation Law), will be converted in the
merger into the right to receive the same cash price per share paid in
the tender offer. In accordance with applicable law, the merger will
be completed without a vote of Five Star's stockholders due to the
amount of shares acquired during the tender offer. It is anticipated
that the merger will occur as promptly as practicable.

   About National Patent

   National Patent, a Delaware corporation, owns and operates a home
improvement distribution business through Five Star, and also owns
certain other assets, including real estate.

   About Five Star

   Five Star, a Delaware corporation, is engaged in the wholesale
distribution of paint sundry and hardware products in the Northeast
and Middle-Atlantic states with particular strength in the greater New
York metropolitan area. Five Star distributes products to
approximately 3,000 independent retail dealers, which include paint
stores, independent hardware stores, lumber yards, and do-it-yourself
centers. Five Star distributes a range of private label products sold
under the "Five Star" name. Five Star operates two distribution
centers, the primary one located in East Hanover, NJ and another in
Newington, CT.

   Forward-Looking Statements

   This press release contains "forward-looking statements" within
the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and the U.S. Private Securities Litigation Reform Act of
1995, which involve significant risks and uncertainties. All
statements other than statements of historical fact are statements
that could be deemed forward-looking statements, including statements
regarding the ability to complete the transaction considering the
various closing conditions; any statements of expectation or belief;
and any statements of assumptions underlying any of the foregoing.
Investors and security holders are cautioned not to place undue
reliance on these forward-looking statements. Actual results could
differ materially from those currently anticipated due to a number of
risks and uncertainties. Risks and uncertainties that could cause
results to differ from expectations include: uncertainties as to the
timing of the merger; the effects of disruption from the transaction
making it more difficult to maintain relationships with employees,
licensees, other business partners or governmental entities; other
business effects, including the effects of industry, economic or
political conditions; transaction costs; actual or contingent
liabilities; and other risks and uncertainties discussed in the tender
offer documents previously filed by National Patent with the
Securities and Exchange Commission and the Solicitation/Recommendation
Statement previously filed by Five Star. National Patent and Five Star
undertake no obligation to update any forward-looking statements as a
result of new information, future developments or otherwise.

National Patent Development Corporation
John Belknap, 646-742-1627

Copyright Business Wire 2008
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